48North Enters U.S. Market with Acquisition of Quill, a Leading Multi-State Cannabis CPG Brand
August 23rd, 2019
TORONTO, Aug. 23, 2019 /CNW/ – 48North Cannabis Corp. (“48North” or the “Company“) (TSXV:NRTH) is pleased to announce that it has entered into a definitive agreement dated August 22, 2019 (“Definitive Agreement“) to acquire Rare Industries, Inc. (“Quill“), a U.S. multi-state Vape Technology brand (“Acquisition“) with product distribution in Oregon and Washington and near-term expansion plans for California and Nevada. The acquisition marks 48North’s first foray into the United States.
Quill, a leader in the manufacturing of beautifully designed, lifestyle-focused and sleek vape products, specializes in the development of easy-to-use, controlled-dosage and health-focused disposable vape pens.
Quill distributes its unfinished branded proprietary vape delivery hardware to licensed cannabis processors who finish the products (including by filling the hardware with cannabis extracts) and distribute the finished products to licensed cannabis retailers. Quill is not itself engaged in the cultivation, distribution or possession of cannabis in the United States.
This year, in addition to Quill’s established products, the company is launching a full-spectrum, hemp based, CBD-specific, internationally distributed, all-in-one vaporizer pen. As a result, 48North-owned products will now have multi-state distribution and the ability to be licensed globally, where legally permitted.
“48North recognizes the importance of entering the burgeoning U.S market. I believe that authentic brands and next-generation products distributed at scale, particularly in the emerging U.S. market, will be one of the major keys to success in the cannabis industry,” said Alison Gordon, co-CEO of 48North.
“Without question, the Quill suite of products aligns closely with 48North’s growing portfolio of brands. This acquisition marks a critical step in the Company’s goal to become the trusted leader in the development, manufacturing and distribution of next-generation cannabis products and brands,” Ms. Gordon continued.
“48North’s industry-leading focus on next-generation cannabis products and its brand-first consumer strategy will undoubtedly elevate Quill, its brand and products to the next-level. The U.S-based Quill team is eagerly looking forward to joining with 48North’s experienced and dedicated management team,” said Ian Van Vaughan Shaughnessy, co-founder of Quill.
48North intends to leverage Quill’s expanding distribution network to accelerate the distribution of the Company’s brand portfolio into the United States. 48North also intends to pursue opportunities to sell Quill products throughout its existing distribution network in Canada.
The total consideration payable on closing of the Acquisition by 48North is approximately USD$2,100,000 consisting of the following: (i) USD$641,000 paid in cash; and (ii) USD$1,459,000 paid in common shares of 48North (“Common Shares“) at a price of approximately $0.86 per Common Share (“Issue Price“). The Issue Price was calculated based on the volume weighted average price of the Common Shares on the TSXV for the 10 trading days immediately prior to the execution of the Definitive Agreement. In addition, 48North will pay a conditional earn-out in Common Shares based on overall operating performance of Quill in 2019 and 2020 up to USD$3,150,000.
In addition to customary closing conditions, the transaction is subject to approval from the TSX Venture Exchange (“TSXV“). The Transaction is expected to constitute an Expedited Acquisition in accordance with Policy 5.3 of the TSXV.
48North Cannabis Corp. (TSXV: NRTH) is a vertically integrated cannabis company focused on the health and wellness market through cultivation and extraction, as well as the creation of innovative, authentic brands for next-generation cannabis products. 48North is developing formulations and manufacturing capabilities for its own proprietary products, as well as positioning itself to contract manufacture similar products for third parties. 48North operates Good:Farm, a 100-acre organic cannabis farm that is expected to produce more than 40,000 kg of organic, sun-grown cannabis, securing a significant first-mover advantage in the production of low-cost, next-generation, extract-based cannabis products. In addition, 48North operates two indoor-licensed cannabis production sites in Ontario. 48North cultivates unique genetics at its wholly owned subsidiary, DelShen Therapeutics Corp. (“DelShen”) and processes cannabis and manufactures next-generation cannabis products at Good & Green Corp. (“Good & Green”), both Licensed Producers under the Cannabis Act. 48North has a growing portfolio of brands that include Latitude, a women’s cannabis platform (explorelatitude.com); Mother & Clone, a rapid-acting sublingual cannabis nanospray (momandclone.com); and Avitas, a single-strain vaporizer cartridge (avitasgrown.com).
DISCLAIMER & READER ADVISORY
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release. Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could,” “intend,” “expect,” “believe,” “will,” “projected,” “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. There is no assurance that the proposed Quill transaction will be completed on the terms or within the timeframe contemplated herein or at all. Assuming the transaction is completed, the Company may face risks and uncertainties associated with the integration of the Quill business. Please refer to the Company’s SEDAR filings for further details concerning the risks associated with the Company’s business. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
SOURCE 48North Cannabis Corp.
Follow Us on Social Media
About CFN Media
CFN Media (CannabisFN) is the leading creative agency and media network dedicated to legal cannabis. We help marijuana businesses attract investors, customers (B2B, B2C), capital, and media visibility. Private and public marijuana companies and brands in the US and Canada rely on CFN Media to grow and succeed.
CFN launched in June of 2013 to initially serve the growing universe of publicly traded marijuana companies across North America. Today, CFN Media is also the digital media choice for the emerging brands in the space.
Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.